Listing in the US

Opportunities and challenges of executing a US IPO from the UK

The US securities market represents the richest source of capital in the world. A listing in the US, whether via an initial public offering (IPO) or special purpose acquisition company (SPAC), helps bolster an organisation's corporate reputation and profile, and provides an infusion of long-term capital to fuel growth. It can also enhance shareholder value by benefitting from the establishment of a currency to pursue acquisitions in the US and can lower your overall cost of capital through access to US debt.

What to consider when entering the US securities market

With just one chance to make a first impression, what are the key decisions and investments a company needs to make when getting ready to list in the US?

Transaction structure
Historical track record
Corporate governance and management
Investor considerations
Other considerations

Transaction structure

Choosing the right transaction structure and jurisdiction for your listed entity has a big impact on shareholder value, as well as the type of regulatory framework that an organization will need to comply with as a listed company. Knowing the options and consequences early on in the process will help to inform decisions throughout the readiness phase ahead of listing.

Historical track record

Listing in the US doesn’t necessarily mean reporting under US GAAP, but being ready for US public company reporting and understanding what your financial track record is going to look like, and how it supports your equity story, is an important workstream to get ahead of. GAAP conversions, different auditing standards, or complex accounting and reporting items can make the historical track record a time intensive process in executing a listing.

Corporate governance and management

Does the organisation have the in-house management and board experience needed to successfully execute an IPO and meet the ongoing reporting requirements once listed? Is the internal control environment ready and capable of handling growth and increased SEC reporting scrutiny?

Investor considerations

ESG continues to gain momentum as a key consideration for investors, and knowing how it fits into an organisation’s equity story is critical. Organisations need to plan for scrutiny and make sure that the various elements of the equity story and historical track record are telling the same story.

Other considerations

When to start and how much to invest are important questions that organisations will need to answer. Further, maintaining the agility to either switch markets or switch exit strategies and knowing what investments are leverageable across different scenarios will help to plan the path to listing.

Across 2021 there was over $346 billion raised from 1,115 issuances on US markets.

How we can help

Organisations planning a US listing need to draw on a wide range of technical and strategic advisors throughout the planning and execution phase of a transaction who have been through the process before. Our UK-based team brings extensive knowledge of US capital markets and a network of financing relationships, while leveraging PwC’s global presence.

Project management

We’re here to assist you in the development of your project plan and timetable. Contribute to your overall strategy, objectives and equity story within our IPO readiness framework. As with any large, complex initiative, good project management is essential to achieving success.

Capital markets strategy

Our capital markets advisory team can help with a number of strategic areas related to IPO execution including laying out the roadmap to IPO and development of KPIs to support your equity story.

Accounting and financial reporting

We’re here to assist you by elevating your accounting and reporting to align with SEC standards. We can advise you in your preparation, presentation, and disclosure of SEC compliant financial statements and SEC reporting matters, including conversions to US GAAP.

Registration statement execution

We assist in filing the registration statement and responding to the SEC. Our team is with you throughout the entire process: Form S-1 registration statement, auditor support and SEC comment letter process.

Ongoing support

After a listing, we assist in ongoing reporting to help companies comply with US requirements by embedding policies and procedures to enhance the control environment, or evaluate new accounting standards or accounting for complex transactions.